The Corporate Transparency Act

Why it looks like a good idea to form your LLC before January 2024! It gives you more time to comply with the Corporate Transparency Act (CTA).

The Corporate Transparency Act (CTA) most likely applies to you or someone you know. Failure to comply with this egregious and overreaching act will criminalize the failure and fine them into eventual bankruptcy. I suppose you can see McCartha Law, LLC is against this act as it applies to those of us who are small to medium businesses as it is conceivable that it could criminalize up 34 million of us in the U.S. who are otherwise law abiding citizens and for what — not registering ourselves with the federal government so we can “show law enforcement our papers”.

Beginning January 1, 2024, the US Corporate Transparency Act (CTA) will require “reporting companies” to submit a report to the Financial Crimes Enforcement Network (FinCEN) containing personal information about the reporting company’s “beneficial owners.” Reporting companies formed before January 1, 2024, will have until January 1, 2025, to file their initial report with FinCEN (hence it seems that it is a good idea to form your LLC now so you have more time to report). Willful failure to comply with reporting obligations can result in steep financial penalties. Proposed regulations issued on September 27, 2023, extend the period for which reporting companies formed on or after January 1, 2024, and before January 1, 2025, must file their initial report to within 90 days of the company’s formation. Reporting companies formed on or after January 1, 2025, must file an initial report within 30 days of the company’s formation.

What is the CTA?
It is allegedly the U.S. government’s attempt to peek into every business and see who is benefiting from it so it can “combat terrorism and money laundering.” Of course, the gov’t uses higher sounding and more self-serving words than I just used to explain their motives. Consequently, we are now involved in a nation of “show me your papers” or go to jail and be fined.

Who does it apply to?
The CTA imposes certain reporting requirements on various types of business entities, particularly those that are involved in forming new legal entities or maintaining existing ones.

What are the key requirements of the Corporate Transparency Act:

  1. Reporting Beneficial Ownership Information: Under the CTA, certain entities are required to report information about their beneficial owners to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of the Treasury. Beneficial owners are individuals who directly or indirectly own or control 25% or more of the ownership interests in a reporting entity or exercise substantial control over the entity.
  2. Covered Entities: The CTA applies to various types of entities, including corporations, limited liability companies (LLCs), and similar legal structures. Exemptions are provided for certain entities, such as publicly traded companies (big companies), registered investment companies, and charitable organizations.
  3. Initial Reporting: When a covered entity is formed or registered, it must submit a report to FinCEN that includes information about its beneficial owners. This information typically includes names, addresses, dates of birth, and a unique identifying number from an acceptable identification document, like a driver’s license or passport.
  4. Reporting Updates: Covered entities must also submit updates to FinCEN if there are changes in their beneficial ownership information. This is required within one year of any change.
  5. Access to Information: Information provided to FinCEN is not (supposed to be) publicly available but can be accessed by law enforcement agencies, financial institutions with customer due diligence obligations, and certain government agencies for authorized purposes (no one knows what this means but it usually means the gov’t makes the rules up as it goes along to its own benefit).
  6. Penalties: Failure to comply with the reporting requirements of the Corporate Transparency Act can result in penalties. The Act outlines potential civil and criminal penalties for non-compliance. Here are some of the penalties that can be imposed:
    1. Civil Penalties:
      1. For individuals, civil penalties can be up to $500 per day for each day of non-compliance.
    2. Criminal Penalties:
      1. Willful violations of the Corporate Transparency Act can result in criminal penalties, including fines of up to $10,000 and imprisonment for up to two years.
      2. It’s important to note that these penalties are subject to change, and you should consult the most current legal sources or the relevant government agencies for the latest information and updates on the Corporate Transparency Act and its penalties. Additionally, individuals and entities subject to these reporting requirements should consult legal counsel to ensure compliance with the law.

Although we disagree with the CTA as it applies to small businesses, we are still here to help you both comply with the CTA and to set up your LLC soundly now — so go ahead and call us and we’ll form your LLC now and then in 2024 we will find a way to navigate the CTA with you.

Today’s Contract Caution-Attorney’s Fees

Today’s Contract Caution: Dark Secret-Beware of who pays for Attorney’s Fees and Courts Costs in contracts. This clause is often weaponized by attorneys to beat the opposing party into submission because attorney’s fees often EXCEED the actual damages claimed by the party suing you. IF you believe you may be a defendant in a contract it is best just to scratch through this clause in a contract.

Today’s Contract Caution: Indemnification

Today’s Contract Caution: Indemnification – essentially means you will pay the damages and cover the costs (attorney’s fees plus) of someone else’s lawsuit. They are shifting as much liability to you as they can. It is good to have an indemnification clause in your favor and bad if it is against you and perhaps ok if it is mutual. Our Mission-Add Real Meaning & Value to You. Remember, the Serpent is often in the details we don’t want to deal with.

Lease-Term and Commencement

When Reviewing a Lease Seriously Consider the Term and Commencement Clause and any Outs You May Need.

For Example we once provided the below counsel to an LLC Client
Term and Commencement
[In consideration that most business struggle their first five years and that conditions change rapidly during that time it seems unreasonable to us to commit to a ten (10) year lease as a matter of business not law.]

Coronavirus disease (COVID-19) Response – Reaching New Heights -When Times Are Low

McCartha Law is still providing exceptional Teaching, Equipping, and Legal Protections with our Wills, Estate Planning, and Probate services, along with our Limited Liability Company (LLC) formations, and our Non-Profit (501c3) Formations and 1023 Applications with the IRS.  As a matter of fact, we are able to do some of these services either mostly or exclusively online with you through emails, teleconferencing, and Zoom! 

Consequently, for many of our clients it is a down time to reach new heights and begin their new business (LLC or Nonprofit) and/or a time to finally solidify your Estate Planning Needs with genuine understanding.

For those of our clients who continue to need in person meetings we haven’t gone anywhere and we are still at the office and at work — which we are more able to do than other businesses due to the small size of our family law firm.  Nevertheless, we do employ the following preventative guideline FREQUENTLY to keep our prevention record stellar.

WE Wash our hands frequently

Regularly and thoroughly clean your hands with an alcohol-based hand rub or wash them with soap and water.

Why? Washing your hands with soap and water or using alcohol-based hand rub kills viruses that may be on your hands.

WE work to Maintain social distancing while still being personal

Maintain at least 3 feet between each other and particularly 6 feet distance between ourself and anyone who is coughing or sneezing.

Why? When someone coughs or sneezes they spray small liquid droplets from their nose or mouth which may contain virus. If you are too close, you can breathe in the droplets, including the COVID-19 virus if the person coughing has the disease.

WE Avoid touching eyes, nose and mouth — we have found this is more difficult than it seems — how about you?

Why? Hands touch many surfaces and can pick up viruses. Once contaminated, hands can transfer the virus to your eyes, nose or mouth. From there, the virus can enter your body and can make you sick.

WE Practice respiratory hygiene

Make sure you, and the people around you, follow good respiratory hygiene. This means covering your mouth and nose with your bent elbow or tissue when you cough or sneeze. Then dispose of the used tissue immediately.

Why? Droplets spread virus. By following good respiratory hygiene you protect the people around you from viruses such as cold, flu and COVID-19.

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